-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Va5Fqoyfn/R4sC6xOtMgf4MhJd52WGsl9HBNOHYW+anLarZ4jlpAQPumBvhw5lMN fg+84uX6jXtStejWSMGNIw== 0001012870-02-000219.txt : 20020414 0001012870-02-000219.hdr.sgml : 20020413 ACCESSION NUMBER: 0001012870-02-000219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25601 FILM NUMBER: 02515161 BUSINESS ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY STREET 2: SUITE E CITY: SAN JOSE STATE: CA ZIP: 95131 MAIL ADDRESS: STREET 1: 1901 GUADALUPE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 d8k.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 _______________________ Date of Report (date of earliest event reported): December 18, 2001 BROCADE COMMUNICATIONS SYSTEMS, INC. (Exact name of Registrant as specified in its charter) _______________________
Delaware 000-25601 77-0409517 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number)
1745 Technology Drive San Jose, CA 95110 _______________________ (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (408) 487-8000 _______________________ - -------------------------------------------------------------------------------- ================================================================================ Item 5. Other Events. ------------ On December 18, 2001, Brocade Communications Systems, Inc., a Delaware corporation, (the "Registrant") issued two press releases (attached hereto as Exhibit 99.1 and Exhibit 99.2). The information that is set forth in the Registrant's press releases both dated December 18, 2001 is incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Exhibits. -------- 99.1 Text of Press Release, dated as of December 18, 2001. 99.2 Text of Press Release, dated as of December 18, 2001. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BROCADE COMMUNICATIONS SYSTEMS, INC. A Delaware Corporation Dated: January 23, 2002 By: /s/ Antonio Canova ------------------------------------- Antonio Canova Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - --------------- -------------------------------------------------------------- 99.1 Text of Press Release, dated December 18, 2001 99.2 Text of Press Release, dated December 18, 2001 EX-99.1 3 dex991.txt OFFER $500 MILLION OF CONVERTIBLE SUBORDINATED EXHIBIT 99.1 BROCADE COMMUNICATIONS SYSTEMS, INC. TO OFFER $500 MILLION OF CONVERTIBLE SUBORDINATED NOTES SAN JOSE, Calif., December 18, 2001-- Brocade Communications Systems, Inc. (Brocade(R)) (Nasdaq: BRCD) announced today that it intends to offer in a ---- private placement, subject to market and other conditions, $500 million in convertible subordinated notes due 2007 in an offering to qualified institutional buyers. The interest rate, conversion rate and offering price are to be determined by negotiations between Brocade and the initial purchaser of the notes. The offering is expected to close in December 2001. The company intends to grant the initial purchasers a 30-day option to purchase an additional $50 million of notes. The net proceeds of the offering will be used for general corporate purposes, including working capital and capital expenditures. This announcement is neither an offer to sell nor a solicitation to buy any of these securities. The securities will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. EX-99.2 4 dex992.txt SELLS $500 MILLION OF 2% CONVERTIBLE EXHIBIT 99.2 BROCADE COMMUNICATIONS, INC. SELLS $500 MILLION OF 2% CONVERTIBLE SUBORDINATED NOTES SAN JOSE, Calif., December 18, 2001 - Brocade Communications Systems, Inc. (Brocade(R)) (Nasdaq: BRCD) announced today that it agreed to privately place $500 million aggregate principal amount of 2% convertible subordinated notes due 2007. The notes will be unsecured obligations, convertible into Brocade common stock at a conversion price of approximately $43.75 per share. The company has granted the initial purchasers of the notes a 30-day option to purchase an additional $50 million principal amount of the notes. The placement of the notes is expected to close on December 21, 2001. The net proceeds of the offering will be used for general corporate purposes, including working capital and capital expenditures. This announcement is neither an offer to sell nor a solicitation to buy any of these securities. The securities will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. -----END PRIVACY-ENHANCED MESSAGE-----